Exhibit (10)(iii)


 


NOTE:    In this document, “[***]” denotes information omitted pursuant to
a request for confidential treatment. 
Such omitted material has been filed separately with the Securities and
Exchange Commission.


 


Long-Term Incentive
Plan for Senior Executives Pursuant to


Great Lakes Chemical
Corporation 2002 Stock Option and Incentive Plan (“Plan”)


 


Introduction and Applicability


 


This Long-Term Incentive Plan
(“LTIP”) is intended to encourage the Named Officers, who are key employees of
Great Lakes Chemical Corporation (the “Company”), to remain with the Company
through the Pay-out Date, as defined below, and to motivate them to maximize
long-term shareholder value during the Performance Cycle.  As set forth herein, the Named Officers may
earn Awards if the conditions of this LTIP are met.  It is the Company’s intention that Awards are to be
tax-deductible to the Company under Section 162(m) of the Internal Revenue
Code.


 


The LTIP applies only to the
Named Officers, and the Awards are payable to the Named Officer only if there
has been Continuous Service by the Named Officer from May 1, 2003 through the
Pay-out Date. This LTIP may be made applicable to new or additional officers of
the Company only by express action of the Committee or the Board on such terms
as either may designate.


 


Sections 2, 11, 14-23 and 25 of
the Plan are incorporated by reference into this LTIP.


 


Definitions


 


Unless otherwise indicated, all
capitalized terms have the definitions set forth in the Plan.  In addition, the following definitions are
applicable to the LTIP:


 


“After-Tax Interest Income
(Expense)” means Interest Income (Expense) – net, as shown on the Consolidated
Statements of Operations in the Company’s Annual Report on Form 10-K for the
applicable year, multiplied by the quantity (1- Continuing Operations Effective
Tax Rate).


 


“Award” means Performance
Shares or a Cash Pay-out achievable by a Named Officer under this LTIP.


 


“Award Amount” means the value
in United States dollars of an Award to a Named Officer.


 


“Annual Net Income” means
Income (Loss) from Continuing Operations, as shown on the Consolidated
Statements of Operations in the Company’s Annual Report on Form 10-K for the
applicable year adjusted as follows: 
plus After-Tax Interest Expense or minus After-Tax Interest Income, as
the case may be for the applicable year.


 


“Cash Pay-out” means the
payment of cash in lieu of Performance Shares as permitted by Section 14 of the
Plan.


 


“Committee” means the
Compensation and Incentive Committee of the Board, as appointed by the Board
under Section 3 of the Plan.


 


“Continuing Operations
Effective Tax Rate” means a percentage calculated by dividing the amount of
Income Taxes (Credit) for continuing operations by the amount of Income (Loss)
from Continuing Operations before Income Taxes, both as shown on the
Consolidated Statements of Operations in the Company’s Annual Report on Form
10-K for the applicable year.


 


“EPS” means the earnings per
share from continuing operations, excluding special charges, accounting changes
and one-time items, as publicly announced by the Company, and before
reconciliation to GAAP as required by Regulation G and Item 10 of Regulation
S-K of the SEC, for the applicable year.


 


“GAAP” means accounting
principles generally accepted in the United States.


 


“Named Officer[s]” means John
B. Blatz, Larry J. Bloom, Angelo C. Brisimitzakis, Mark P. Bulriss, John J.
Gallagher III, Richard T. Higgons, Richard J. Kinsley, Jeffrey M. Lipshaw, Zoe
F. Schumaker and/or Henri Steinmetz.


 


“Net Assets,” as to the Company
for the applicable year, means the average of the following amounts as shown
for the applicable year and the preceding year on the Consolidated Balance
Sheets in the Company’s Annual Report on Form 10-K for the applicable year
(e.g., for 2005, it would be the average of the amounts for December 31, 2004
and December 31, 2005): total assets from which are subtracted the amounts
shown for (1) cash and cash equivalents, (2) all non-interesting-bearing
liabilities, (3) minority interest, and (4) 


 

















 


the net difference between
non-current assets held for sale from discontinued operation and non-current
liabilities held for sale from discontinued operations.  “Net Assets,” as to an individual SBU, shall
mean an equivalently derived amount for that SBU, as shown by the Company’s
books and records.


 


“Pay-out Date” means ten
business days following the Committee’s determination and certification in
minutes signed by the Chairman of the Committee that the performance goals
established under this LTIP have been attained or otherwise satisfied.  It is expected that such certification shall
occur no later than the first regularly scheduled meeting of the Board after
the filing with the SEC of the Company’s Annual Report on Form 10-K for the
year 2005.


 


“Performance Cycle” means the
period beginning January 1, 2003 and ending December 31, 2005.


 


“Performance Share Award” means
that number of Restricted Shares calculated by dividing the Award Amount by the
Market Value of Shares on the Pay-out Date, with any fractional amount to be
paid in cash, subject to applicable taxes and withholding.


 


“ROI” means return on net
assets for the applicable year, determined as a ratio with Annual Net Income as
the numerator and Net Assets as the denominator.


 


“SBU” means, as applicable, any
of the Company’s FR-BPP, Polymer Stablizers, Specialty Products and/or
Performance Chemical Strategic Business Units.


 


“SEC” means the United States
Securities and Exchange Commission.


 


“Threshold” means the level at
which an award begins to be earned.


 


Award Targets and Calculation


 


Award Components


 


For Named Officers other than
SBU Leaders, the components of any Award will be as follows: 50% determined by
the Company’s performance on EPS, and 50% by the Company’s performance on ROI.


 


For Named Officers who are SBU
Leaders, components of any Award will be as follows:  25% determined by the Company’s performance on EPS, 25% by the
Company’s performance on ROI, and 50% by his or her SBU’s performance on ROI.


 


2005 Targets & Thresholds


 


	
   

  	
   

  	
  ROI

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GLK

  	
   

  	
  SBU

  	
   

  	
  EPS

  	
   

  
	
   

  	
   

  	
  Threshold

  	
   

  	
  Target

  	
   

  	
  Threshold

  	
   

  	
  Target

  	
   

  	
  Threshold

  	
   

  	
  Target

  	
   

  
	
  M. P. Bulriss

  	
   

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  L. J. Bloom

  	
   

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  A.C. Brisimitzakis

  	
   

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  H. Steinmetz

  	
   

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  J. B. Blatz

  	
   

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  J. J. Gallagher

  	
   

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  R. T. Higgons

  	
   

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  R. J. Kinsley

  	
   

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  J. M. Lipshaw

  	
   

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  
	
  Z. F. Schumaker

  	
   

  	
  [***]

  	
  %

  	
  [***]

  	
  %

  	
  N/A

  	
   

  	
  N/A

  	
   

  	
  $

  	
  [***]

  	
   

  	
  $

  	
  [***]

  	
   

  



 

















 


Maximum Performance Share Award and Cash
Pay-out Option


 


The Committee intends there to
be a Maximum Award Amount, if paid as a Performance Share Award, of 1.65 times
the Named Officer’s base salary and target bonus for 2005 if the Company and
SBU, as applicable, fully achieve or exceed the Targets.


 


The Committee intends to permit
Cash Pay-outs in lieu of a Performance Share Award, at the option of the Named
Officer (to be indicated in writing by the Named Officer no later than five
business days before the Pay-out Date). 
In that case, the Maximum Award Amount shall be 1.50 times the Named
Officer’s base salary and target bonus for 2005 if the Company and SBU, as
applicable, fully achieve or exceed the Targets.


 


Minimum Pay-out Threshold and
Less-than-Maximum Awards


 


Awards will be paid under this
LTIP only to the extent, for each component applicable to a Named Officer, the
Company or the SBU, as the case may be, achieves at least the Threshold for
2005 for that component of the Award. 
Awards may be paid as to a component for which a Threshold is achieved
even if the Thresholds of other components are not achieved.


 


The Award Amounts at the
Threshold shall be as follows for each component (whether paid as a Performance
Share Award or a Cash Pay-out):


 


	
  Component

  	
   

  	
  Minimum
  Award Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ROI

  	
   

  	
  [***]% of
  the Maximum Award Amount

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EPS

  	
   

  	
  [***]% of
  the Maximum Award Amount

  	
   

  



 


If the Company or SBU achieves
performance in any component in excess of the Threshold but below the Target,
the Award Amount in excess of the Minimum Award Amount attributable to that
component shall be determined ratably between the Minimum and Maximum Award
Amount in the same proportion as the performance of the Company or SBU, as the
case may be, falls between the Threshold and the Target with respect to that
component.


 


Example 1:
A Named Officer who is an SBU leader had base salary and target bonus for 2005
equal to $[***].  The Company achieves
2005 ROI of [***]% and EPS of $[***], and the SBU has an ROI of [***]%.  The Named Officer elects to take a Performance
Share Award.


 


The Award
would be calculated as follows:


 


•                  Company ROI
achievement is at the Target: [***]


 


•                  Company EPS
exceeds the Threshold but is below the Target: 
The amount for this component equals the Minimum Award plus an
apportionment above the Minimum Award:


 


Minimum: [***]


 


Apportioned:
[***]


 


•                  SBU ROI is at
the Threshold:     [***]


 


Total Award Amount = [***]


 


If the stock closed
at $[***] on the day before the Pay-out Date, he would receive [***] Restricted
Shares and $[***] in cash, subject to withholding.


 


Example 2:
A corporate Named Officer had base salary and target bonus for 2005 equal to
$[***].  The Company achieves 2005 EPS
of $[***] and ROI of [***]%.  The Named
Officer elects to take a Cash Pay-out.


 

















 


The Award
would be calculated as follows:


 


•                  Company EPS is
below the Target: [***]


 


•                  Company ROI
exceeds the Threshold but is below the Target: 
The amount for this component equals the Minimum Award plus an
apportionment above the Minimum Award:


 


Minimum:  [***]


 


Apportioned:  [***]


 


Total Award Amount = [***]


 


Change in Control, Death and Disability


 


The Committee intends that (a)
there be no pro-ration of an Award on account of Change in Control, death or
Disability before the end of the Performance Cycle, (b) Section 17 of the Plan
would apply to this LTIP if a Change in Control were to occur after the end of
the Performance Cycle, and (c) an Award hereunder would be paid notwithstanding
the death or Disability of the Named Officer after the end of the Performance
Cycle.


 


Restricted Share Conditions


 


Restricted Shares awarded under
this LTIP shall be fully vested in the Named Officer as of the Pay-out
Date.  The Restricted Shares shall be
subject to an Award Agreement to be executed by the Company and the Named Officer
providing that the Named Officer shall not be permitted to transfer the
Restricted Shares other than to satisfy tax withholding requirements or by will
or the laws of descent and distribution until the first anniversary of the
Pay-out Date; provided that such restriction shall expire upon a Change in
Control occurring after the Pay-out Date.


 


Discretion and Interpretation


 


The Committee, in its sole
discretion, may reduce any award as calculated hereunder, on account of other
goals (e.g., revenue growth) or concerns (e.g., GAAP versus reported earnings)
of the Company, as determined from time to time by the Committee, whether or
not communicated in advance to any Named Officer.


 


The Committee, in its sole
discretion, may modify this LTIP (except insofar as it would cause awards to be
made based on criteria other than those set forth in Section 14 of the Plan) to
take account of changes in personnel, the businesses or strategies of the
Company, law, regulations (including orders or interpretations of the SEC), accounting
rules, principles or policies, or other circumstances deemed to be appropriate
by the Committee.


 


The Committee retains sole
authority to interpret and administer this LTIP.  In the case of dispute or disagreement between the Committee and
a Named Officer, all determinations by the Committee are binding and final.